Rise of the Racnoss
by Bella The Strange
Summary: What if the Doctor failed to slay the Racnoss, that fateful Christmas? Torchwood, Martha Jones, and even the Master are left fighting for their lives. Who will save the world, when the Doctor is taken prisoner?
1. Chapter 1

x x x

 **Rise of the Racnoss**

x x x

 **Author's Note** : Now, before you read the quote below (which inspired me to write this), freak out and never read it... please understand that while this story was originally designed to be short, and exist purely to creep people out... it grew, and it evolved. I all but forgot the basic concept I had started with, and instead I started wondering what would happen to everyone else, if the Racnoss weren't wiped out when they were in canon. It's now much more about everyone else than it is about the Doctor, really. Mostly. The original concept's still in there, but I should probably point out the fact that I'm actually arachnophobic, and this didn't bother me to write it, so... yeah. Does that say bad things about the way my mind works? I'm pretty sure that it does.

And for the record, it says on the Doctor Who Wiki site that Runaway Bride happened after most of series one of Torchwood.

 _"I think the Empress of the Racnoss liked being around the Doctor. She's a girl, y'know. She hasn't seen anyone for years. He's a good-looking bloke. There's a bit of a size-difference, obviously, but you can get over that. But I think she fancied him, so I think they had a kinda little flirty banter going, there. Well, at least in her head they did, anyway."  
_ -Sarah Parish (Empress of the Racnoss), in 'Doctor Who Greatest Moments 3; The Enemies'.

This is entirely her fault!

 **Disclaimer** : I own nothing, especially not the characters/worlds I'm playing with. Also, this should be obvious but some people have made it apparent I need to say it; characters' opinions and beliefs are not a reflection of the author's.

x x x

 **Chapter 1**

x x x

The Doctor groaned in pain as he woke. His head hurt, and he was in a cold and damp room, and his head hurt. And he knew he'd thought about his head hurting twice in that short list.

Slowly, he fought to recall exactly how he came to be in this predicament, and then immediately wished he could forget again. He had been in the process of threatening the Empress of the Racnoss, but she clearly wasn't afraid of him, because she had interrupted him and must have knocked him out.

Which means...

"Well, finally, you're awake!" Donna's harsh voice interrupted his train of thought, and he actually looked up.

They were in what looked like a typical prison, bars and all, although the walls were whitewashed instead of the usual sort of dank. Donna was in one cell, the Doctor in another. He then looked UP, and saw that above them the roof of their prison was open, blocked only by a web instead of bars, and there were Racnoss skittering around overhead. Thousands of them.

"Oh no." the Doctor said, awed and horrified at the same time, "This is not good."

"Ya think?!" Donna snarled, "What happened to this plan of _stopping_ the Arachno-whatsits?"

"Racnoss." the Doctor corrected. Though he did appreciate the parallel she drew to Earth linguistics. "Uh... I was trying to give her a choice."

"And she _chose_ to take advantage of your stalling, genius." Donna sniped.

The Doctor sighed, sitting up and looking around him. "Why are we still alive?" he wondered, aloud.

" _What?!_ " Donna demanded.

"The Racnoss don't take prisoners. If it's living and not their own, it's food. That's their nature."

"Well I'm glad they're being unnatural, then." Donna snarked, wrapping her arms more tightly around her knees. She was still wearing her wedding dress, and his jacket around her shoulders. "So what do we do now, then?"

"I don't know..." the Doctor said quietly, staring up at the swarming Racnoss, with absolutely no clue what to do about them.

x x x

Lucy watched the television reports, as vast hordes of spider-like creatures skittered out from the buildings surrounding the Thames.

She had listened when her fiancé had phoned in the order to take out the spaceship that, apparently, was associated with this attack. Now she sat with him and watched the disaster unfold with undisguised fascination.

And a fair amount of revulsion. Spiders were just disgusting, made her skin crawl just thinking about them.

They were both silent for a moment, before her fiancé stood up quickly, and stalking from the room. Lucy glanced once more at the television, then followed behind him, appearing for all intents and purposes docile and obedient. She did love him, but she also feared and loathed, and envied, his power.

She loved the sight of it, the mysterious blue box that had shown her the true futility of life itself. It had taken her to the end of the universe, and now he was turning it into something greater, something that would turn them both into gods.

"It's far too early. I can't bring them all." he murmured, frowning, as he stepped into the box, with Lucy close behind him. "But one swarm of monsters deserves another, don't you think, my dear?"

x x x

Jack Harkness wasn't surprised when the call came from UNIT. They needed all the help they could get, right now. Torchwood were all already on their way. Everyone with any extraterrestrial experience was to converge on the threat in London. This was pure military, and Jack actually had to answer to the UNIT commanders.

When they arrived at the UNIT base, he saluted the General, and then turned to greet his counterpart.

"Jack."

"Archie."

"Drop dead." Archie said with a bright grin.

"Not today." This was their way of saying hello... Archie's idea, a way to avoid the flirting, so he'd claimed.

Archibald Hicks was- for want of a more insulting description- a ginger twat, who ran Torchwood Two in Glasgow. In his mid-fifties, and looking like he had never heard of the concept of bathing (though he didn't smell offensively of anything but whiskey), he had a coarse Scot's accent, and most people mistook him for a tramp at first glance.

Both Torchwood departments had to be flown in. Torchwood One would usually deal with this sort of thing, but since Canary Wharf... well.

"We've got two major alien invasions in progress, can we please stop with the insults?" one of Torchwood Two's operatives asked hopefully. He was a younger man with fair hair tied back in a ponytail, and an American accent that in absolutely no way resembled Jack's own.

Archie nodded, and glanced at Jack, who slowly nodded as well. "Aye, let's make some shite happen for them, instead."

Jack turned to the UNIT commander on-site, one Captain Erisa Magambo. She didn't exactly seem like the type to take any nonsense from Torchwood, so Jack decided to behave for now, asking, "What's the plan?"

"We've created a perimeter, but they've taken most of the city already." she explained briskly, "We need experienced field operatives like Torchwood to go in and rescue the survivors."

"You're sending me an' Cap'n Scarlet in, 'cause he's cannon fodder an' I'm undesirable, eh?"

"Call me that again, Goat-boy." Jack said coldly, his hand moving idly towards his gun. Archie grinned, but backed down from the confrontation.

"What's that make us?" Tosh sniped.

"Cannon fodder's girlfriend?" Archie suggested.

"Not her, Archie." Jack said idly, scanning the computer screen in the middle of their meeting table, "There's only five locations with survivors?"

"That's right." A sharp nod, "Five locations, each with at least a handful of people holed up. We need you to safely extract them, before the Arachnids get in."

"Are we calling them that, officially?" Owen asked, looking around at the others for their opinion.

"Unless they introduce themselves politely." Jack said, shrugging.

"You'd love that, wouldn' ya?" Archie asked snidely.

"Just because I'm not arachnophobic..." Jack muttered under his breath, "You reckon that'd even be physically possible?"

"Anything's possible, I always say." Archie said brightly.

"Tell that to the goats." Jack sniped.

Ianto cleared his throat pointedly, and everyone looked at him, "Aliens invading. Bit of perspective, please?"

x x x

It felt like ages since the Doctor had woken up, and Donna wished she'd worn a watch, so she could measure just how long the interminable chatterbox had actually succeeded in remaining silent, "This is officially worse than hell." the Doctor finally announced, "And I've been there, met the devil. I speak from experience."

Donna snorted derisively, "Tell me something I don't know."

The Doctor took that suggestion a bit too literally, in Donna's opinion, as he immediately began to talk about arachnophobia at great length, encompassing movie references, Greek mythology, and a selection of aliens, other than the Racnoss, which apparently also had eight legs.

It conveniently wasted a significant amount of time, before the monologue was interrupted by the hissing spitting voice of the Empress, "Doctor!" she snarled, appearing above their prison, peering down through the web.

"Yes?" the Doctor asked, looking up at her. She was a flippin' giant spider, but by the tone in his voice you'd think he was just talking to any old normal person. The look on his face was a bit hostile, but that didn't account for him sounding perfectly polite.

"You will accompany me." the Empress hissed.

The bars of the Doctor's cell opened, and he glanced at them briefly, before looking up at her again, "What for?"

"I wish to speak with you, alone." the Empress answered.

The Doctor folded his arms, staring up at her defiantly, "What do we have to talk about?"

"You will do as I command, or your human will die." she snarled.

"Oi! I'm not his property!" Donna snapped.

"You are my responsibility." the Doctor observed, taking a step towards the doors, to obey the Empress' command.

"Just where d'you think you're taking him, anyway?!" Donna yelled up at the Empress.

"The bride will be silent, or she will be _made_ silent." the Empress snarled.

"Don't you go telling me-" Donna started.

"Donna!" the Doctor interrupted, "Shush!"

"But I-"

"Shush!" the Doctor repeated, almost begged.

Donna frowned, and sat back down, against the wall of her cell, pouting and feeling decidedly sulky about this entire situation.

"Follow me, little Doctor." the Empress hissed, climbing down to the ground outside the cells.

He stepped out of the cells, nodding... somehow showing compliance without deference. The Doctor might be an annoying stick in a suit, but Donna had grown to quite like him. At least he had kept her company, and boy could he talk for hours about nothing.

She watched sadly as he walked away, leaving her all alone in the dark, with only the skittering sound of the spiders to listen to.

x x x

The Master, aka Harold Saxon, had been run out of his home by the Racnoss. He had only just succeeded in dragging a petrified Lucy with him. Silly little girl was, apparently, deathly afraid of spiders. He must remember to get a pet tarantula, if they survived this.

He finally snapped her out of it, once they had escaped into the open street by yelling at her, "Would you rather run away from them or get _eaten_ by them?!"

Lucy squeaked, and began to run away under her own power, following very close behind him as he led her through the streets.

For the most part, the Racnoss were too busy feeding to notice them as the Master led the terrified little human past them. Either that, or he was just really good at avoiding detection. He chose to believe the latter, but you could never be too paranoid.

He knew where he was going, of course. Sure, he could make for the government safe house that he knew had been constructed in case of alien invasion, during the reign of Harriet Jones. It would be the smart thing to do under any other circumstances. But loathe the idea as he might, he needed to find and... rescue- ugh, he hated that word!- Martha Jones.

Without her, he wouldn't be here, now. One great big time paradox was quite enough to be getting on with, and he certainly didn't want to have to deal with one that he didn't have control over, as well.

He had already ordered the Toclafane to, "Start killing everything you see with eight legs." when he had first unleashed his own paradox. But apparently that was taking some time. There were tens of thousands of Racnoss, and only about twelve hundred Toclafane. It was pathetic, he had been so certain that the paradox would have been strong enough to pull through at least ten thousand.

On the bright side, at least they couldn't be caught by the Racnoss, so in theory they would just take a while to wipe the bugs out, without any casualties to the Toclafane themselves.

He hurried towards the hospital, where he knew the girl was training to be a doctor herself. Lucy tripped over pieces of rubble every few feet, but was generally coping with the situation better than he had expected. Until...

He turned a corner, and came face-to-face with one of the Racnoss. It snarled, and approached him ominously. He turned to run the other way, but a piece of building fell in his path. "That's just not fair." he protested, as Lucy cringed and backed as far up against the wall as she could, trying to disappear so that the monster couldn't get her.

The Racnoss hissed and snarled in his general direction, and he rolled his eyes, "I don't suppose you're willing to negotiate?" he asked, certain that if it could speak an intelligible language the answer would be a resounding 'no'.

He backed away from it slowly, watching its movement carefully. Insects and arachnids in general work better in smaller sizes. Gravity seems not to apply so well to flies and spiders. At this size, the Racnoss had to be a great deal stronger than any other life-form of a comparable size, in order to compensate for its shape and bulk.

In other words, even an idiot should know better than to fight it based purely on physical strength. And the Master was unarmed. Oh, he had a half-finished working model of his newest weapon-design, back on the TARDIS... but seeing as it was half-finished, and generally non-functional, there had been no point in bringing the laser screwdriver with him. He hadn't even had time to grab his gun, when he had fled his home!

Without warning, the Racnoss charged at him, throwing its full weight at him and knocking him down. Most people would be stunned by the impact, and he only survived the next strike because he was not most people. It brought one sharp leg down where his head would have been an instant ago if he hadn't dodged to the side.

It snarled in rage, and he kicked up at its underbelly, as hard as he could, hoping to stun it. It seemed to at least hurt the creature, and he took the opportunity to roll out from underneath, catching one of its legs as he did so. He pulled with both hands, as hard as he could, and succeeded in twisting the leg to an obviously wrong angle.

He began to understand the appeal human children felt for pulling the legs off insects. That could be a very therapeutic activity to indulge in when this was over.

But now the creature turned back to face him, lashing out with its sharp arms. It seemed like those arms would be mandibles on a normal arachnid, a deviation resulting from the humanoid mutation of their evolution. Part of his brain made a mental note that a lack of opposable digits might somehow be useable against them.

He concentrated on avoiding its arms, and failed to notice until it was too late, when the Racnoss shot a web at him. His superior reflexes were all that saved him from being hit in the face by the web, which instead latched onto the arm he had thrown up to shield himself.

He tried to pull the web off his arm, but only succeeded in getting his other hand stuck as well. Swearing in at least seven different alien dialects, he fought to break the web as it reeled him in. But it got him close enough to hook those clawed arms around behind his back to stop him from fleeing even if he could break the web.

It made a hissing/shrieking noise, which made him think of a victory cry- or possibly gloating- as it bared its sharp teeth at him. He continued to struggle, trying not to think about the fact that its teeth were literally inches from his neck.

But then, at the very last second, he heard the distinctive sound of a single gunshot.

The Racnoss fell to the ground with a loud and heavy thump, letting him go as it did so, leaving him standing there with the web stuck to his arm, staring at its corpse in surprise and relief. Then he turned to face his rescuer... and barely resisted the instinct to vomit.

Captain Jack bloody Harkness.

With the Captain were two other humans. A young-looking Asian woman with some bit of technology that looked like an Arcturian universal scanner, and a man in a suit neat enough to rival the Master's own... well, on a good day. This was not a good day. This was a very very bad day, and he thought he might have preferred the Racnoss, rather than having to deal with the freak here.

"Mr Saxon." Harkness said, with a curt nod in way of greeting. The Master had to remind himself that the freak still hadn't met him yet.

"Yes." he said quickly, "Ah..." he put on a show of having to think of the name, allowing the stress he felt to show in his voice, to add to the illusion that he was human, "Captain Harkness?"

The freak nodded, "We've been sent here by UNIT to rescue the survivors." he said quickly, as the man in the suit approached. The Master flinched instinctively, when the other man pulled a knife, but relaxed again when all that he did was cut the web away from the Master's hands.

Not one to look a gift horse in the mouth- where did that turn of phrase come from, anyway?- the Master asked, "Are there any other survivors?" trying to sound as if he was actually concerned for the survivors in question.

"According to our scans, there are still human life-signs in a Tesco's to the north of here, the Winchester pub on the far side of the city, and Royal Hope Hospital." the young woman answered efficiently.

"Royal Hope isn't far from here." the Master observed, "We won't slow you down, if you wanted to head there now, instead of escorting us out." He quickly turned to Lucy, who was pale as a sheet but looked determined nonetheless, "Come on, dear." He put an arm around her shoulder, and led her over to the other humans.

Harkness frowned slightly, "You know someone there?" The Master nodded. "As long as you don't do anything reckless..." the freak warned.

"Wouldn't dream of it."

x x x


	2. Chapter 2

x x x

 **Chapter 2**

x x x

The Empress brought the Doctor to a large cavern, lined with webbing. He tentatively touched one of the walls, and was surprised to find that it was soft and completely non-adhesive. Like a very large padded room. He idly wondered what this place was for, and the Empress seemed to recognise his curiosity, as she spoke, "This is my-" she made a hissing sound, "-private lair."

'Welcome to my parlour said the spider to the fly.' the Doctor thought idly, biting his lip so as not to show that he found anything funny whatsoever. Instead, he looked up at her and asked, "So... what did you want to talk to me about?"

"Creatures from the sky attack my children." she hissed, staring upwards, as if she could see what was going on above-ground, "You did this?"

The Doctor shook his head, "No, I didn't." He frowned up at the spot on the roof that she seemed to be staring at, but saw nothing of interest, "The humans are fighting back. They have their own ships and weapons. They will defend themselves." He turned to face her, now, "I did warn you to leave this world alone."

She growled, lowering herself down onto the soft floor, so that she was closer to his level, "My children are starving, they are not to blame!"

"No, you are." the Doctor snapped, "You understood that, when you set them loose on a world filled with life too dangerous for them to hunt. They die because of your pride."

She hissed, leaning back slightly, baring her teeth at him, now, "There is another option, little man."

"And what would that be?" he asked, frowning as she crawled closer to him, "We are both the last of our kind." In spite of the hissing and spitting, she managed to lower her tone to sound almost seductive. It took the Doctor a second to realise what she meant, and he quickly stepped back, away from her.

But one of her sharp talon-like arms caught him, pulling him closer instead. "You can't seriously be suggesting that we-?" the Doctor said, fearfully. He didn't want to finish that sentence... he really didn't.

"Do I repulse you, little Doctor?" she asked, hissing slightly.

He stared at her with fear, for several seconds, before realising that she was _not_ joking, and this was actually a perfectly serious proposition. "Well... ah..." he hesitated, "Not the word I'd use... terrify, that's a much more appropriate word, right there. Ah, frighten, unnerve, alarm, disturb, scare, intimidate-"

"Enough!" she snapped, hissing angrily, "Your words all mean the same."

The Doctor rolled his eyes, wondering if he would actually _survive_ any attempt to escape. Upon deciding that it would be impossible, he sighed, "Considering the fact that you're not a member of my preferred species..." not by a long shot. He hesitated once more, trying to think of the least offensive way to words this.

This was worse than the time Jackie Tyler had asked, 'Does my bum look big in this?'

"You're- I mean, you are rather pretty for a... giant... man-eating... spider." His words trailed off as he realised she wasn't really hearing them. She had stopped listening at the word 'pretty'.

"You think I'm pretty?" she asked, seeming surprised but flattered. Difficult to tell with all the hissing, but she was female, it was a safe guess.

"Well... I really don't know what the standard is for your species, I mean-" The hissing sound she made sounded like it was meant to stop him from speaking, and he decided that was probably for the best. He didn't want to prattle on and accidentally insult the murderous creature that... seemed to be... flirting with him.

He cringed as she leaned closer, hissing softly in his ear, "Your species doesn't understand the hunger... and our children would be free of it." He closed his eyes leaning back against the arm that held him, and tried not to think about who was speaking. About what she was. "Think of it, a new race, our new race."

He frowned, not opening his eyes, and trying to keep the fear and horror out of his voice as he asked, "How is what you're suggesting even possible?"

He tried to back away, as her teeth grazed his neck, but she held him securely. The hissing sound she made in his ear seemed to attempt to imitate purring, now. Very poorly, but he supposed it was the thought that counts. "Let me show you."

x x x

Martha Jones watched, through the fifth floor window of the hospital. The flying things were shooting the spider-monsters, and had yet to injure a single human. Everyone else in the building was shrieking about monsters coming up from the ground and down from the sky at the same time, but the way Martha saw it, the aliens from the sky were on their side.

The enemy of my enemy.

All the survivors they had managed to get inside before barricading the doors had been seen to, and were in good health, or at least stable. It was a refugee shelter, now, far more than a hospital.

Most of the staff had been off duty, when it had happened. It had been the night shift, after all. Martha had been so incredibly lucky to even be here. Her sister Tish had been out drinking, and somehow managed to break her ankle dancing. Martha had brought her in to the emergency room literally minutes before all hell broke loose.

She had, of course, helped out as best she could. Still only a student, not even qualified to be an intern yet, but they had needed all the help they could get at first.

Now, as she watched the ongoing apocalypse with sadness, one of the flying things buzzed past the window, right in front of her. It seemed to hesitate, then flew backwards, so that it hovered right in front of Martha, spun over in the air in a way that put her in mind of a backflip.

It then sprouted very vicious-looking spikes and dived down towards a spider-monster below, firing laser-beams at it. Once the giant spider was dead, the flying thing returned to her level, hovering right in front of her. As she watched, it retracted its spikes, and lights flashed brightly around its middle.

Martha smiled faintly at it, "Show off." It spun in a circle, now, and continued to hover, giving the strong impression of a cat bringing her a dead bird and expecting praise. "Good killing machine." she offered, and it flipped over again, before buzzing off across the street, and began circling around a group of people.

Martha watched them curiously, wondering who they were and how they had got through the spider-monsters. But then logic kicked in, and she ran back downstairs, calling out to whoever would listen, "There's people down there, we have to let them in!"

x x x

When Jack and his team reached the doors of the hospital, they were greeted by two men- one older, the other relatively young- and one very young woman. She was the first one Jack noticed, out of the three. She was very pretty, with dark skin and bright eyes. The second the doors opened, one of the flying things zoomed over to the girl and hovered right next to her shoulder.

"I think it likes you." Mr Saxon said to her, smiling.

"But they're dangerous! They've been shooting everything in sight since this started!" the younger man said, fearfully.

The girl held up a hand towards the creature next to her, and it hovered slightly lower. She tentatively touched its metal shell, and the lights flashed as it made a strange metallic buzzing sound, "The girl is our friend." it spoke, in perfect- if childlike- English.

"We have seen them firing on the Arachnids." Tosh observed, logically, "But not on us."

The creature made a slight buzzing sound, then chirped, "Racnoss go splat! Fun!" Mr Saxon barely suppressed a laugh, covering his mouth with one hand in a poor attempt to hide it.

"Is that what the spiders are called?" Ianto asked, directing the question to the flying creature.

"Bad spiders!" the creature answered, in a tone that seemed to be an affirmative to the question asked, "Bad spiders go away now!" it shrieked, flying upwards and out the door again, firing over their heads at a swarm of the spiders- Racnoss- that had emerged from a side-street.

"Everyone inside, now!" Jack ordered.

His command was obeyed eagerly enough, as Tosh and Ianto quickly entered the building. Mr Saxon pulled his terrified girlfriend after him, as he stepped inside, and Jack spent only a second watching the confrontation between the flying creature and the Racnoss, before following the others and slamming the door behind him.

Once the door was barricaded, Jack asked, "How many people are here?"

"Over a hundred." the elder man answered.

Jack swore under his breath... it was one of those words he'd picked up during his travels with the Doctor, apparently it meant something like 'damnit'- unless the Doctor had toned down the translation from something more obscene, so as not to encourage Jack- although he had been led to believe it was in the Doctor's own native language, "There's no way we can evacuate that many."

"We could stay here." Mr Saxon suggested, watching Jack a little too closely, with a calculating expression on his face, "They seem to have done a good job of keeping the Racnoss out, so far."

Jack nodded slowly, accepting the logic in that suggestion, and turning to the three people who had met them at the door, "I'm Captain Jack Harkness. This is Ianto Jones and Toshiko Sato. We were sent here on UNIT orders, to try to rescue any survivors."

"I'm Dr Neil Brown, my associate Dr Alan Davidson, and one of our brightest medical students, Martha Jones." the elder man said, in return, "We've brought in anyone we could find, but we can't fight, if the- ah, Racnoss- do get in."

"Leave that to us." Jack said with a nod, before turning to the girl, "Miss Jones?" She blushed when he focused his full attention on her, and he smiled faintly at that, "That creature seemed to like you, maybe you could convince them to help us create a perimeter here? Extra security?"

Martha nodded, "Yes sir." she answered, obviously recognising the military efficiency even if she wasn't a part of any such organisation.

"May I go with her?" Mr Saxon asked, glancing at Martha, "As an official emissary, so to speak. Unless there's anyone here who outranks me, politically?"

Jack glanced at Dr Brown, who shook his head, "There's no one else here, Mr Saxon."

Jack nodded, "Go ahead."

Mr Saxon glanced to Dr Davidson, "My fiancée is a bit upset." he said, lowering his voice, "Stress... and arachnophobia. If there's anything you could do for her?" he asked. Dr Davidson nodded, and Mr Saxon smiled, "Thank you, doctor." His lip curled at the title, with something close to distaste, but it didn't show in his voice. Then he turned to Martha, "Lead the way, Miss Jones."

Jack watched them leave, then tapped on his commlink, "Archie, Gwen, you read me?"

"Loud and clear, Cap'n." Archie's voice answered.

"We hear you, Jack." Gwen replied a second later.

"We're at Royal Hope Hospital, now." Jack informed them, "But we've got over a hundred survivors here, no way to evacuate them all. We're barricading ourselves in, so if you're closer to us than the perimeter when you find your people, head this way."

"Sure thing." Gwen answered.

"I figure I'd rather stay at the pub." Archie said with amusement, but then he became serious, "'Sides, we're too far for that, but I'll pass it on to UNIT for ya?"

"And have you tell Colonel Mace your theories on why I might have ended up in the hospital? No, I'll tell them myself, thanks, Archie." Jack answered, hearing Gwen's nervous laughter over the comm as he said that.

x x x

Martha led the way up the stairs- the lifts were out of order- to one of the higher floors. In theory, it was safe to open a window, up there. The best way to let one of the flying creatures in, to negotiate with them.

As they climbed the stairs, she glanced back at Mr Saxon, "It's an honour to meet you, sir." she said, trying to be polite, "Wish the circumstances were a bit better." she added, getting nervous now. The way he watched her was a bit unsettling.

He blinked, and suddenly seemed friendly again, "Yes, of course." He took the next few steps more quickly, catching up to her, as they continued, "You're training to be a doctor, then?" he asked calmly.

"Yes, sir." she said, with a nod, "I've always wanted to do something to help people. Save lives." she smiled, "I know it sounds kinda corny when I say it that way, but-"

"I understand." he said, not looking at her, but instead looking further up the staircase, "The greater good, am I right?"

"Something like that, sir." She decided they were high enough up, now, at the fifth floor, and led the way out through a corridor, to one of the wards with a view of the river.

She approached the window, and Mr Saxon stood at her side as she opened it. Two of the creatures swept in, from above. They were in the room before she'd even seen them! And it somehow felt a bit creepy- almost ominous, even- the way there were suddenly two instead of the one she had seen earlier.

"You brought a friend?" Martha asked, not at all sure which one was the original.

"We are one." The one on the left spoke, and it sounded like the one she had heard earlier.

Then the other one spoke, "You are our friend." Its voice was slightly lower, which was the only indication of any difference at all between them. Then that one, with the lower voice, buzzed around them both in a circle, and hovered near Mr Saxon. "We like _your_ friend too." it added, floating closer to Mr Saxon.

He held up a hand, palm facing upwards, and the creature next to him moved to hover less than an inch above his palm. He smiled, "Very friendly, aren't they, Miss Jones?"

"Y-yes." Martha said, nervously, "Do they, um... do they have names?"

In perfect synch, the two creatures answered, "We are Toclafane."

"Well, I am Harold Saxon, and this is Martha Jones." Mr Saxon said, glancing between the two creatures- Toclafane- carefully, "We're both very pleased to meet you."

"Very happy to know you both!" the first one cheered.

"Happy to serve." the one hovering over Mr Saxon's hand added.

"That sounded like an offer of help, to me." Martha pointed out, and Mr Saxon nodded in agreement.

"The Racnoss are trying to hurt us." he said calmly, if rather bluntly. As if he was talking to the children these Toclafane spoke like, "Would you mind protecting this building from them?"

The creature hovering over his hand spun in a circle, "Happy to." it answered.

"Kill the bad spiders, yes!" the other cried, floating over to spin around Mr Saxon, somehow emanating an air of glee, "Kill them for our Master!"

Martha frowned at that, although Mr Saxon seemed to take it in his stride. Two more of the creatures floated slowly down, outside the window, now. "Kill the spiders!" one of the two newcomers cheered.

"Slay the Racnoss!" the other crowed brightly.

The two inside the building zoomed out to join their friends, and four more floated down from above to join them now. Spinning and showing those sharp spikes again, they split up, zooming in different directions around the building, in a perfect formation.

"Well, that was easy." Martha said quietly. A bit too easy, somehow... but right now, she wasn't complaining.

x x x

Jason Smith had worked for Torchwood Two since he was nineteen. He was now twenty-eight, beating the average life-expectancy of Torchwood field ops by a good two years. His boss, Archie, had also passed that record- God knows how, as he was usually drunk while out on missions, maybe that helped?- before he had been given a command position behind a desk.

Jason and Archie had found three survivors at the Winchester pub. A twenty-something hoodie-wannabe named Simon, his girlfriend Daisy, and a relatively young (also in his twenties) ex-army guy called Ed.

Ed knew enough about guns that Archie had immediately enlisted him to, "Help us shoot the bad-guys." Ed had been ecstatic at that offer.

Simon had also proved himself to be pretty good in a fight, when one of the Arachnids had got too close, and he'd crippled it with a few well-aimed swings of a cricket bat.

Daisy, on the other hand- to quote her own words- "Couldn't hurt a fly." Much fun had been poked at that, before they had been forced to flee from the pub.

Now, they were on their way out of the city. Archie led the way, while Jason and Ed covered their retreat. "Y'know..." Simon was saying idly, "Sci-fi fans like me spend their whole lives preparing for the apocalypse. But I was always counting on it being a zombie outbreak. Never expected this."

Archie just nodded, "Not many people know this, but zombies are really very easy to contain. There was this thing in Cardiff, a century and a half ago. And Colorado had some, in the sixties. L.A. has a whole lab workin' on it, underground-like. Zombies won't be the end of the world. It's all aliens."

"So these things're alien, then?" Simon asked.

"Didn't they come up from underground, though?" Ed added, "I mean, that makes them demons, doesn't it?"

"If we don't know what it is, we call it alien until we do know." Jason answered.

Archie nodded, "Y'know Nessie's an alien. So's the wolfman, old Jack told me some stories about him. Vampires, mummies, I've 'eard that the devil's really an alien, but I don't believe in 'im, since I ain't seen the proof."

"That's just great, that is." Simon said, his voice squeaking slightly.

"Innit, though?" Archie said, grinning toothily at the thought.

They turned a corner, and ran straight into a pair of the Arachnids. "Shite!" Archie yelled, shooting one of them in the head. The other hissed loudly, and more of them emerged from the shadows. "Run!" he turned and hared off in the other direction. It was a slightly longer route, but Jason knew that they could reach UNIT barricades that way, too.

Jason fired at the Arachnids, bringing down two of them, before following the others, all of whom had the good sense to run, except for Ed. Ed had shot down three of the things, before Jason grabbed his arm and ordered, " _Retreat!_ "

They could hear the Arachnids skittering behind them, as they chased after Archie. Two more turns- and thankfully nothing else blocking their path- and they could see the barricade. Jason turned to fire off a few more rounds at their pursuers. The spiders were faster than them, and would catch up very quickly if not shot at.

"We're not gonna make it!" Jason shouted, as they ran, "They're closing in!"

"Runnin' from a predator... just gotta outrun your friends." Ed said, loudly and clearly, reloading the two guns he was carrying, as he ran.

Jason didn't understand this until he heard Simon yelling, "Don't you dare!"

But Ed had already stopped in his tracks, turning around and yelling a war-cry at the top of his lungs, emptying both of his guns into the oncoming horde of spiders.

Jason didn't dare stop running to try to save him. Instead, he grabbed Simon as _he_ tried to turn and save his friend, and urged him forward towards the barricade. He heard it when the war-cry was cut off with a sickening crunch, and glanced over his shoulder. The spiders had stopped to devour their prey, buying them time.

They got within range of the barricade just as the spiders resumed their pursuit, and would never have made it without Ed's heroic sacrifice. The echo of gunfire flying above their heads, bringing the monsters down, sent such a wave of relief through Jason that it killed the adrenaline he had been running on. He collapsed, exhausted, just past the perimeter.

He distantly heard the muttering of, "Bloody heroic idiot..." from Simon, and suddenly felt guilty that he hadn't been the one to make that sacrifice, instead.

x x x


	3. Chapter 3

x x x

 **Chapter 3**

x x x

Gwen Cooper and Owen Harper were moving as quickly as they could through the streets of London. The closest safe haven _was_ Royal Hope, but it had still taken them quite some time to get this far. They had two companions from Torchwood Two- Melissa Patterson, and Robert Travers- both were pretty good at their job, although they were also very quiet.

Melissa was short, blonde, and wore an air of authority like Jack wore his greatcoat, but she only spoke when she was giving out orders to Robert or the refugees they were escorting. Robert was about six feet tall, wearing a constant ominous scowl and a goatee, and he actually had not said a word since Owen had met him.

The eight people they had found- at a Tesco's, of all places!- were what was slowing them down. True, they would all be dead by now, if Torchwood hadn't shown up when they did. The Arachnids had broken into the shopping centre, and would have killed the survivors if the four of them hadn't been so quick on the trigger, or such good aim.

The hospital was in sight, now. Just a little further, over a large space of open ground. Open ground wasn't good when you were being hunted. But they had no choice.

"Alright, Gwen, Bob, take point. Owen, cover left flank, I'll take the right." Melissa said sharply. The commands weren't questioned, they were well aware that she knew what she was doing.

Robert- or Bob, as he seemed to answer to- stepped forward first, scanning the area with infra-red, "Clear." he announced gruffly. First time the man had spoken all day.

"Come on." Gwen urged, leading the people out of cover, close behind Bob. Owen held back, perched up on a dumpster as he was, he had an excellent view of the area, and a clear shot over the top of everyone's heads, in case something came out at them.

Once all the civilians were clear of cover, Melissa followed, keeping to the right, weapons- a gun in each hand- ready for anything. Owen hopped down from his perch, quickly darting out to the left, and scanning the area behind them. Nothing showed itself.

They moved across the open area as quickly as they could, "Twelve and up." Melissa turned quickly to look, and Owen followed her line of sight. The flying things were circling the building.

"They've not shot at us yet." Gwen pointed out. They were close enough now to the hospital to make a run for it.

Owen quickly turned his attention back to the open ground behind them, only to see that a large number of the Arachnids had appeared. "Spiders, eight o'clock." he announced.

"And five." Melissa added. Both she and Owen opened fire at the same time.

" _Everybody run!_ " Gwen shouted, urging the civilians to rush forward, before turning to join Owen in shooting down the monsters. Bob joined Melissa in her attack, while Owen heard Gwen activate her commlink, "Jack, we've got trouble! We're just outside the hospital, could you give us a hand?"

x x x

Jack was already on one of the upper floors- brilliant sniper position, if he really thought about it- along with Ianto and Tosh. Mr Saxon, Martha Jones and Dr Davidson were also there, the doctor had come to tell Mr Saxon that his fiancée was alright now.

Jack leaned out the window, to see the group running towards the hospital. "Doctor, get downstairs, tell them to open the doors for more survivors!"

Mr Saxon turned his head sharply in Jack's direction, as Dr Davidson ran from the room. He then quickly joined the Torchwood team at the window, looking down briefly before turning to look up at the nearest of the flying creatures and shouted, "Defend those people, kill the Racnoss!"

"Yes, Master!" it cheered with glee... and with a whirring sound, it zoomed downwards, joined by about a dozen of its fellows within seconds. They surrounded the group of civilians, joining them in shooting down the spiders.

Jack frowned, "Gwen, Owen, the flying creatures are on our side, they should be able to hold the spiders off, get inside, quickly!" he said over the comm, before deactivating it and muttering in Mr Saxon's direction, "Why did it call you that?"

Saxon shrugged, watching the fight on the ground with far more morbid interest than anyone should rightly have in such violence.

Jack saw the Racnoss falling to laser beams and bullets, but more just kept coming. They couldn't reach the flying creatures, nor did they appear to have ranged weapons, and the fight would be going strongly in Torchwood's favour... if one bright little bug hadn't decided to try throwing a glob of webbing at one of its airborne enemies.

The metal sphere fell to the ground with a loud cracking sound, "No!" Mr Saxon shouted, clearly horrified and taken aback by the creature's vulnerability.

"Casualties of war." Jack said, frowning as he watched. The look on Saxon's face was very reminiscent of a T.V. villain at the moment where he would utter the line 'this cannot be, I am invincible!'

"AAAEEEEEEEIII!" with a scream that sounded distinctly reminiscent of R2-D2, one of the creatures zoomed in through the window and hid behind Mr Saxon, "They're EATING us!" it shrieked.

"How's that even possible?" Ianto asked it, "I mean, you're cased in metal."

"ELECTRO-magnetic FIELD... BREAKING through the seals on our ARMOUR!" it shrieked in terror.

"Electro- _what?!_ " Mr Saxon demanded, staring at it in shock, "But they're just giant spiders, that- that's cheating!" he turned to stare out the window, now... once again looking out at the chaos below.

x x x

They were surrounded, cut off from the hospital. The four Torchwood operatives, and about ten of the flying creatures encircled the civilians, trying to fend off the Arachnids. Gwen had just run out of bullets, and by the swearing she heard from Melissa, Gwen guessed that she was in the same predicament.

"Clear a path!" one of the flying things shouted out, in a disturbingly childlike voice.

"CLEAR A PATH!" the others echoed it, and began firing very specifically on the spiders between them and the doors of the hospital. The huge red bodies of the now-dead spiders killed by their bullets lay in a semi-circle behind, but the flying creatures' weapons disintegrated their foes, leaving the way clear.

Gwen quickly ushered the civilians towards the building. But the spiders had got smart, and were shooting down the flying things with their webs. Just as the last innocent civilian entered the building, the last of their airborne allies fell to the spiders' assault.

In less than a second, the nearest spider had reached them, bringing down Robert with one well-timed stab of its front leg. She'd heard of people stepping on bugs, but it wasn't not so funny when the bugs stepped on people! Melissa screamed when she saw this. Owen swore as his gun clicked empty, and he turned to run headlong towards the two women, and the hospital.

Gwen also turned to run, grabbing Melissa's hand as she did so, dragging her into the building. She heard a sickening crunching sound behind her, but daren't look back.

The doors were slammed, hard, behind the two women, but one of the spiders got an arm through, writhing and kicking as a group of men tried to snap it off between the doors. "Owen?" Gwen asked quietly, before screaming, " _Owen!_ "

"They got him. Just like Bob." Melissa said, quietly, wrapping her arms around herself and backing away from the door. She looked like she was going to break down any second. Kind of like how Gwen felt.

"No..." she said, shaking her head, and trying to fight the tears that welled up in her eyes. She scanned the room, hoping that this was just a very bad joke, and that if she looked hard enough she'd find him. Instead, her eyes landed on a fire-extinguisher on the wall. "No more." she hissed, picking up the makeshift weapon.

She ran over to the door, and smashed the heavy object down onto the spider-creature's arm, repeatedly, as hard as she could, yelling as she did so, letting out the rage she felt for the loss of her friend. She drove the arm down, visibly injuring it, and the spider now seemed to be trying to pull away instead of breaking in.

Finally, the spider succeeded in pulling back its wounded arm, hissing at them all as the doors slammed and were bolted behind it. Gwen fell against the nearest wall, sliding down to the ground, crying.

x x x

The Master looked around the room slowly.

The last of the group of Toclafane that had guarded the hospital was hovering near Martha Jones. Cowering, really. It was her little friend... the first one to greet her, and the same one that had fled from the battle when the Racnoss began to retaliate. And there were now five Torchwood operatives in the room, as well as himself and Martha.

The techie girl- Toshiko- he kind of liked; smart, quiet and very obedient... at least to Harkness. The other man- Ianto- seemed a bit morbid for a human, especially the sense of humour, and he could act indifferent with close to the same success as the Master himself... although right now that was all ruined by the fact that he was actively attempting to comfort the dark-haired girl.

That girl, apparently named Gwen, and her blonde friend (Melinda? Melissa? Melora? Something starting with Mel), were both in shock from the death of their comrades. Harkness himself had barked out orders to the people guarding the doors, for some time, earlier... but now looked just as lost as the rest of the humans here.

Under the Captain's perfectly reasonable instructions, they had sealed up the windows, now, as well as the doors. Spiders can climb, and it was logical to assume that so could the Racnoss. They had been here for an hour, now, and nothing productive was being done about it.

"There is no way that this is a good situation." the Master said, pacing the room.

"We can't just stay here." Toshiko observed, "They're going to get in sooner or later."

"And what do you suggest we do, then?" Harkness demanded, sharply. The stress must be getting to him.

Ianto looked up, from where he had been sitting next to Gwen, and suggested, "We could call for an air-lift... start shuttling the civilians out before the Racnoss try to climb up to the roof?"

The Captain nodded to Ianto, and tapped a commlink in his ear, speaking into it, "UNIT base, this is Captain Harkness." He listened to the response, before continuing, "We're trapped in the Royal Hope Hospital, and it's not going to hold out forever. We need to get these people out of here... any chance you could give us an airlift?"

It was almost comical, the way his face dropped, at whatever the UNIT mook said in response, "Oh... that's not good." he muttered, "Yes, sir. Yeah, I understand." He deactivated the commlink, and turned to the rest of them, "They've already tried to send in air support, in the last hour, but it got shot down by webs, just like the Toclafane. We're on our own."

Everyone looked at each other, showing open fear, now... with the exception of the Master, who was too busy trying to think of a way out of this spectacular mess. This _was_ a hospital... there were loads of interesting bits of technology all over the place.

Some of it, he was certain, could even be used- well, misused, really- to generate shields... the most vicious of which would burn anything foolish enough to try to pass through it. He liked the idea of that, especially... like holding up a magnifying glass to the light over the smaller variety of arachnids.

Of course, admitting this knowledge would blow his cover, big-time.

But when the helpless and ominous silence continued, he sighed dramatically, "Alright, then. I admit it." he said, stopping his pacing, and turning sharply to face the humans, "I'm really an evil genius in disguise, weren't you already wondering, Captain?"

"What?!" Gwen demanded, as they all stared at him in shock.

"Oh, come on!" the Master taunted, coldly, "Is this really the first time you've seen a politician who turned out to be an alien?"

"No." Harkness said, his hand moving for his gun as he spoke, "I met Margaret Blaine."

"Yes, and that is the _only_ thing I have in common with HER." the Master sniped.

"You're the Master, aren't you?" Harkness asked.

"Oh, what gave it away?" the Master asked sarcastically, "Was it the way I reacted when you shouted commands at certain medical staff... or, oh, I don't know... maybe it was when the Toclafane actually called me by my name?"

And now Jack had drawn his gun, aiming it right between the Master's eyes, "Trying to take over the world through the proper channels for a change?"

"Very funny." the Master said, deadpan, "Also, mostly true. And please don't point that thing at me, Harkness. We're on the same side, right now."

"Is that so?" Jack asked coldly. Even though he couldn't see them, the Master could sense that every other Torchwood operative in the room had tensed, and at least two of them had guns in their hands already.

"In case you failed to notice, the Racnoss tried to kill me, too." the Master said coldly, "And as I'm sure you've read the files on me- files UNIT really would not willingly let Torchwood touch, I might add- you must know that I'm a bloody genius."

"Your point being?" Jack asked, still aiming the gun right between his eyes.

The Master glared at him, "My point being that I have an idea that might save all our lives, you ignorant ape!"

He saw the point where the Captain's resolve to intimidate him broke, and a second later he pulled his finger away from the trigger, "Enemy of my enemy." he said, and the Master nodded slowly in agreement. Only then did Jack lower the gun. The tension in the air dissipated slightly, as the others also lowered their weapons.

Two seconds of silence passed, before he exploded with the manic energy he had spent almost a year trying to contain, "Right, then! Toshiko, you seem good with technology. Martha, you're bound to know something about medical equipment. I want you both to come with me."

It wasn't that he thought Martha would be of any use, in this situation. But he could give her that illusion, so that he had an excuse to keep a close eye on her. He still needed her alive, to save him from a miserable death of old age as the pitiful human, Yana.

"Anyone else who wants to loom ominously and wave guns around is perfectly welcome to do so." he added brightly, "Just don't shoot the tech or we'll all get eaten by the Racnoss."

Happily ignoring the whimpering sound from Mel-whatever, he turned and ran out of the room. He heard the Captain barking orders, "You heard him, come on!" and then footsteps behind him.

x x x

Jack was still in shock. First, alien invasion. Then a hasty alliance with another group of aliens, and vicious little buggers they were, too. Then Owen was killed in action. Now he finds out that Harold Saxon- Minister of Defence, respected politician (not many of those around), and all-around nice-guy- turns out to be perhaps the most dangerous alien threat to show itself today.

And they're on the same side!

Oh, the Master had been right in his guess that Jack had read those files. And that he shouldn't have been allowed to read them, either... but he did have friends at UNIT. Aside from knowing Lethbridge-Stewart- who had been good friends with one of the Doctor's younger lives- he also had younger 'acquaintances' there, too. Good source of valuable information, that.

But the point was, he knew that the Master was very dangerous... and never to be trusted. But now they had no choice but to trust him. He really was a genius. An evil genius, but still a genius. Rival and near-equal to the Doctor. And since the Doctor was nowhere to be found, they would have to make do.

He watched as the Master dissected an MRI machine, communicating with Tosh in pure technobabble on a level that even Jack didn't follow. He found it unsettling, just how well the two worked together. Tosh understood- and even questioned- the instructions, and at one point she had even suggested something that the Master hadn't thought of.

He had actually complimented her, "Yes, that's good. Clever human."

Martha Jones was helping, too... but every instruction the Master gave her was perfectly intelligible, and also perfectly simple. As if he was giving her the easy work as an excuse to keep her close.

"Why are we trusting him, sir?" Ianto asked quietly. He was standing next to Jack, also watching intently.

"Do we have any other options?" Jack asked, in response.

"I've heard of him, though." Ianto said quietly, "Rumours, mostly... but he's not exactly known for his compassion or honesty."

"I've read the files." Jack said bluntly, "I still don't think we have much choice."

"What about your Doctor?" Ianto persisted.

"He's not here, is he?" Jack replied, a hint of bitterness creeping into his tone as he said that.

Where the hell _was_ the Doctor, anyway?

x x x

It had all been a very bad dream. It had to be. Really. Couldn't have actually happened, never, not in a million years. No way.

No.

Really. Hadn't happened.

Oh, the logical and rational explanation was all there. It could theoretically be justified... mostly. She had poisoned him. Drugged him. It was the venom. She had actually explained it to him.

He was almost as ashamed of the things he had said, as he was of the more obvious crimes against nature, which he still didn't want to admit to himself that he had committed.

He had been surprised when she had released him. He tentatively reached a hand up to his neck, feeling a shallow cut there, and glancing as the blood on his fingertips. He looked up at her, now, as she licked one sharp fang, grinning in a perfectly feral way.

"What did you just do to me?" he asked. He knew she had done something... he could feel his heart-rates increasing, and was finding it difficult to concentrate. Fear rising at the many possibilities... he backed away a step, tripping over his own feet, but seeing no point in picking himself up from where he landed on the floor.

She hissed, and he got the impression that she was laughing at his reaction, "Racnoss venom."

"You poisoned me?" he sniffed the blood on his fingers, and then tentatively licked it. He could taste the bitter venom, very distinct and different from his own blood. He couldn't identify the chemical composition, but it didn't seem toxic.

"The venom lowers emotional inhibitions. Weaken the victim's will." the Empress hissed, "Normally used to enhancing fear... to petrify... so they won't fight back."

Understanding this, the Doctor did his best to think about anything but how truly terrifying it was to be in her presence, in the hopes that the venom wouldn't affect him so badly, "Why did you do that?"

She inhaled, a sharp hissing sound, and then answered the question, "It can affect other... emotions. Reduce self-control."

The Doctor's eyes widened, and the fear was back now. He really didn't want to think about any of this, and for a minute or two he simply sat there, frozen in terror. Fully aware that, had he been intended as food, she could easily have devoured him without any resistance, right now. And the whole time, she watched him with all the predatory amusement he would have expected more from a cat taunting a mouse with the chance of escape, rather than a spider, which would never normally waste such time.

Finally, he spoke shakily, "You want me to tell you what I really think." It was a statement, not a question.

She nodded, growling slightly... though he got the distinct impression that the sound was not intended to be threatening, it still frightened him. He knew he shouldn't tell her the truth. Completely aside from the fact that he had learned very soon after his first visit to Earth that it was the last thing most females wanted to hear when they ask such things. But he couldn't stop himself.

"The Racnoss are despicable." he said coldly, his fear waning as anger and disgust took over, "A pestilence that devours worlds and destroys civilisations, in the vain quest to sate their irrepressible gluttony! A vile plague that destroys everything it touches! There was never any redeeming psychological trait to your race, you deserved to be exterminated for your crimes!"

This time her growl was threatening, as she interrupted him before he could continue, "I wish to change that nature."

The Doctor blinked, his demeanour immediately shifting to amicable-mad-scientist mode, "Well, in theory, with years of genetic research and manipulation, the addition of external DNA to your race could repress that hunger. But what you're suggesting would be a game of chance, the odds of it working are-" He paused and blinked again, his brain catching up to his mouth as he realised what those odds actually were, "As-near-as to fifty-fifty." he muttered, frowning at that realisation.

He saw the amusement in her glittering black eyes, and the look on her face indicated that this answer seemed to please her.

He shook his head, "You don't understand." he said bluntly, "Those aren't good odds. If there's even the slightest chance... very bad things could happen because of this unholy union you're suggesting." He continued to speak, even though it wasn't directed at her now, "Not sure I want to imagine what could be spawned by an angel and a demon, such as us."

The Empress hissed in that way that reminded him of laughter, "You call yourself an angel?"

He looked at her blankly for a second, wondering why she would even questioned it. Then he laughed, realising that it was not a comparison he would have made without the influence of the venom, "Lucifer was my best friend before he fell!" and he continued to laugh, in spite of the fact that she clearly did not get the reference. Didn't understand Earth culture. Shouldn't have expected her to, really.

She waited with surprising patience for his laughter to fade, before speaking again, "And what do you think of this offer on a more... personal level?"

"You really think I'm sexy?" he asked, laughing again, but this time he sobered quickly, "I'll admit I'm curious." He tilted his head to one side, watching her intently, "Academic... scientific..." he coughed, "You are beautiful." He bit his tongue, a second too late to stop himself from saying that.

He had meant it in an academic sense... the same way he used that word for many other dangerous but fascinating evolutionary developments. The combination of humanoid and arachnid did fascinate him, he had never seen anything like it before, probably never would again.

She held out an arm to him, the hissing sounded genuinely pleased, flattered, "Come to me, Doctor."

He frowned, "I know I shouldn't." But the venom was affecting his self-control, and he was curious. Terminally curious, really. He stood up slowly, and before he knew what he was doing, he was standing right in front of her.

It had all gone to hell from there. As if his words hadn't been bad enough, he had been completely unable to resist his own curiosity... perhaps what was worst of all was that he had actually enjoyed it.

x x x


	4. Chapter 4

x x x

 **Chapter 4**

x x x

The Master was working diligently on the shield-project. It was one of those things that's supposed to take weeks to complete, but they were improvising with inferior tools and materials, and really needed to have it done already. Toshiko was a very good assistant. If they survived this, he might just keep her.

They had completed most of it, now they just needed to put it all together, and hook it up on the roof. Harkness was on the roof. Expendable, unkillable, best person to send outside, given the current predicament. At least, he had been on the roof. Past tense.

Right now, he ran into the room, looking like he'd just been in a hand-to-hand brawl with one of the Racnoss. And apparently won, too, otherwise he'd probably have taken a lot longer to recover... they _were_ eating people, after all.

"They've got up to the roof, I couldn't hold them off." he said, while trying to catch his breath at the same time.

"The doors just gave out down here!" Gwen's voice shrieked, over the commlink in the freak's ear. The Master could hear it- and the echoes of gunfire- clearly, in spite of the fact that those ear-pieces are only supposed to be audible to the one wearing them. "We can't stop them!"

"Retreat! Get everyone out of there and barricade the stairwells, now!" Harkness ordered.

"What about the roof?" Ianto asked, already preparing for a fight.

"I sealed that off, it'll take a while for them to get through." the freak dismissed, "Worry about downstairs first."

"Without someone on the roof, this shield will not work." the Master warned, "And it won't do much good against the ones that are already _inside_ , anyway." He paused, thinking, "Unless..."

"Unless what?" Toshiko asked, looking up at him hopefully.

"Break down the dispersal unit, set it up as a focus-weapon, instead. Very crude, but if we can do it in time, it _will_ be effective." He was already working on it, as he spoke. There was no way to get the shield working, now, so this was their only option. As soon as the explanation was given, Toshiko set to work, as well, not needing any further instructions.

Oh, he really liked this girl.

Harkness just couldn't stand still, positively itching to join in the fight, but not wanting to leave the Master unsupervised. "Go help them, Captain." the Master said, not looking up from his work, "I'm not fool enough to turn on you when my own life is in danger." Harkness hesitated, and the Master looked up, meeting his eyes and shouting, "GO!"

With one last glower in the Master's direction, he nodded, "Ianto." He jerked his head towards the door, and they both ran out of the room, closely followed by Martha's little pet Toclafane, which shrieked a tinny little war-cry as it zoomed after them.

"Die, mean spiders, die!" Leaving only the Master, a frightened but calmly calculating Toshiko, and a terrified Martha Jones in the room together.

Several tense minutes passed as they worked, the ominous silence punctuated only by the echoes of battle from downstairs, and the occasional report sounding over Toshiko's commlink, from the rest of the Torchwood team. They were losing ground fast, trying their best to herd people up to the higher levels. A lot of humans were dying, he could feel it even without hearing it.

"Martha, hand me that-" He didn't bother saying what it was, just pointed at it. She quickly complied, and just as she did so, the doors burst open. In ran Gwen, and Mel-whatever... closely followed by a few frightened medical staff. Gunfire could be clearly heard out in the hallway, now, along with the hissing and shrieking of the Racnoss.

Harkness and Ianto followed after a moment, and the Master was surprised to see that- as well as the other humans that they had tried to save, Harkness was dragging a practically petrified Lucy with him. He pushed her further into the room, where she immediately all-but-flew over to the Master and cowered behind him.

"We can't hold them off any longer!" Harkness shouted, slamming the door shut, and holding it against the Racnoss with his full weight as he reloaded his gun, "Is that weapon ready yet?!"

"Almost." the Master said, connecting a few wires, "Charge it up, Toshiko." He was still connecting some of the power-feeds, but it would at least start the process a bit earlier, even if it did put him at significant personal risk of electrocution.

"Where's Pip?" Martha asked. Apparently she had named the Toclafane, while he hadn't been paying attention.

"Sorry, Martha." Harkness said, hurriedly, "It stayed out in the stairwell to buy us time to get in here."

Martha bowed her head, but didn't say anything to that.

"We're all gonna die in here!" one of the medical staff wailed.

"Oh, do shut up!" the Master snapped at him, hissing in pain as he got a shock from one of the wires he was working on. The banging on the door was getting louder... Ianto and a couple of the younger stronger survivors had now joined Harkness in attempting to hold it closed.

But then the door buckled, sending the four humans sprawling to the floor as the Racnoss broke in. There was only room for one of them to be visible, and its front legs tore at the door frame, widening the opening so that it could pull itself through. Snarling and spitting, it stabbed out one leg at the nearest human, killing the hapless man in an instant.

The other man whose name the Master didn't know scrambled away, as the creature took a swing at the two Torchwood operatives within its reach. It caught Ianto on the leg, causing him to yell in pain, while Harkness raised his gun to shoot it. Judging by the helpless expressions on Gwen and Mel's faces, the two women didn't have any ammunition left between them.

The Racnoss knocked the gun out of Harkness' hand with one swipe of its arm, and took a second swing at the man himself. The wall was crumbling, as it pulled itself through the hole around where the door had been, and it raised itself up closer to the ceiling, just as the Master finished the weapon.

He quickly aimed the weapon at the creature, but half a second before he could fire, it shot first... its web coated the weapon, damaging the hastily constructed circuits and shorting out the power supply. The Master dropped the sparking and useless weapon, eyes widening with genuine fear now.

"Oh my God, we're all gonna die!" that same human yelled.

"Just because it's true... I'll personally make it sooner for you if you don't _SHUT THE HELL UP!_ " the Master yelled, angrily.

The first Racnoss pulled itself all the way into the room, and another two followed it. One of them stepped on the wounded Ianto, impaling him in the chest, right through the heart.

" _NO!_ " Harkness yelled, horrified. It distracted him at a crucial moment, and the first Racnoss killed him in much the same way.

Gunfire echoed through the room, accompanied by an enraged and distinctly female yell. The Master turned to see Gwen Cooper had picked up the freak's gun, and was firing it at the nearest Racnoss- the one that had killed Ianto. It fell down dead, and she turned the gun on the next one. The one that had killed the immortal Captain. Unfortunately, she was too blinded by vengeance to count the bullets or aim properly, because the gun clicked empty now.

She swore, and threw the gun at the creature's head! Spitting and snarling, that one quickly crossed the distance to her and drove one of its sharp arms into her neck, before turning on the rest of them. It took out the three other survivors that the Master hadn't known the names of.

Meanwhile the other Racnoss caught Mel in its arms, and took a bite out of her throat. Another instant kill, though a much more disturbing one. The Master couldn't help but think that _that_ was exactly what would have happened to him, if the freak hadn't shown up to save him, earlier.

Lucy shrieked at the sight of Mel being attacked, and the Racnoss her scream was aimed at lashed out, slicing her throat with one of its legs. The Master stared in shock at this. He hadn't expected to witness her death... she may be an airhead sometimes, but he still liked her. Didn't genuinely care, but it was an unpleasant surprise to see her die in this way.

Toshiko had now taken out a gun, and fired on the Racnoss that had killed Gwen. It charged at her, catching her shoulder with the sharp point of one arm, pushing her back against the wall, pinning her there. At this angle, the Master could see the tip of the Racnoss' arm in the space between the back of Tosiko's shoulder and the wall it had driven her into.

She cried out in pain, both hands instinctively clutching the arm that pinned her. The Master quickly picked up her gun from the ground, aiming it at the Racnoss. But he had dropped his guard, now, and the scream behind him alerted him to the fact that the other one had just attacked Martha.

He turned quickly, only to see her stabbed through the heart, just like Ianto and Harkness. Not good. Very not good. In fact, the only reason HE was still here now was because of the paradox machine.

He raised the gun, aiming for a headshot on the one that had just killed Martha. It turned to him, growling and spitting, and swatted the gun from his hand. He swore loudly, dodging a swipe from its arm, that would have sliced his throat.

He heard Toshiko's voice, suddenly. Loud and clear, determined but pained, "What are you?" she asked, and he spared a glance in her direction just long enough to see that she was addressing the creature that had pinned her, and was currently snarling in her face.

But the only answer it gave was a series of hissing and spitting sounds. Not any intelligible language that the Master had ever encountered before. Then again, he had never encountered Racnoss before. They were from the Dark Times, an era that all sane Time Lords avoided diligently... and while the Master may not exactly qualify as sane, he wasn't stupid enough to go then, either.

"Why are you doing this?" Toshiko insisted, her voice cracking with emotion and pain, "We didn't do anything to you, until you attacked us."

"I don't think they're open to..." He missed a beat, as the creature holding Toshiko proved his point by tearing her throat out, "negotiations..." he finished in a dull mutter. Last man standing. But his eyes widened now, with sudden realisation. He dodged another swing from his assailant, and quickly shouted, "Wait! Under convention fifteen of the Shadow Proclamation, I request an audience with your commander!"

The Racnoss hesitated in its attack, and they both watched him with interest, now. He held his hands up, palms outwards, defensive and attempting to placate them. The nearest one- the one that had killed Martha- growled at him, more questioning than threatening, really.

Out of the corner of his eye, he saw Jack Harkness wake up from his most recent death. Just in time... the Master chose to make a very petty jab at the Captain, while also making a genuine request of the Racnoss.

"Parley. I invoke the right of parley." he quoted, from a movie he guessed Captain Jack should truly hate. He heard the indignant and pained groan from the Captain, and completely failed to keep the smirk from his face.

Meanwhile, the Racnoss hissed some form of question at its companion. A snarling growl was its answer, and it turned back to the Master, inclining its head and raising one arm in a way that said it accepted his demand.

The first Racnoss growled at the Master, and he affected an innocent expression, "You won't harm either of us, until negotiations are concluded?" he asked, glancing in Harkness' direction. The Racnoss were visibly stunned to see him sitting up, leaning over Ianto's dead body... was he crying?! The Master frowned, a bit unsettled by the Captain's display of emotion.

The Racnoss hissed, nodding in acquiescence.

The Master held out his hands, in a gesture of submission, "Well, then... take us to your leader."

x x x

The Doctor opened one eye, very slightly, and immediately hissed in pain, as his brain tried to implode. He had a very bad headache, and even the dim lighting here was sufficient to cause excruciating agony. Closing his eyes tightly, he tried to find and deaden the nerves in his skull that caused the pain. Didn't work, it was psychically projected from an external source.

Realising that made him sit up, very suddenly. Regardless of his determined denial, and absolute terror at the possibility of proving said denial wrong, it was very important that he locate the source of his pain. It was intense... and whatever was projecting it was powerful.

Looking around revealed that he was back in the cell, next to Donna, who was watching him with concern, "Doctor?" she asked quietly.

"Hmm?" he replied vaguely, still looking around, and wishing the headache would go away.

"Are you alright?" Donna asked, and now he noticed the worry in her voice.

He looked right at her, frowning, "No, I'm not."

"What did she want you for?" He blinked, and looked away again. "Did she torture you or something? I mean, I've seen in the movies, like when Darth Vader wanted to find-"

"Yes." he interrupted sharply, "She did torture me." Technically, it was true... from a certain point of view. He may never live this down, and even thinking about it was traumatic. She had tortured him, psychologically.

"Oh." Donna stared at him. He wasn't looking at her, but he could feel her stare, "I'm sorry." she said quietly.

He looked at her, and smiled weakly, "I'll live." he said simply. That satisfied her concern, and she didn't seem to want to know what had been done to him, for which he was thankful.

He stared blankly around the cell, now, trying to locate the source of this pain with his mind. It was a presence... something sentient and hateful, but he couldn't place why it felt as though it should be familiar.

After a minute, he stood up, walking quickly to the door of his cell and calling out, "Hey!"

A few dozen Racnoss turned and growled at him, but one actually approached, hissing and spitting... a question, most probably 'What do you want?'

"I need to speak to the Empress." the Doctor said sharply, "Something's wrong. I don't know what, but I need to speak to her."

The Racnoss that had addressed him growled low in the back of its throat, but then nodded, hissing as the doors of his cell opened.

"You're mad, you are!" Donna called after him, as he followed it.

x x x

Jack Harkness hated his life. He really did. Every time he started to care, started to get close to someone, shit happened. People died. The world ended again, and part of his soul died with them. He had lost his whole team, today. All his friends.

Owen... Ianto... Tosh and Gwen... it hurt to think about any of them, now.

His only defence against this pain was not to think about it. Vengeance was actually a very poor substitute for denial... when you hunt down the cause of your loved ones' deaths, you never stop thinking about what you've lost. Instead, he made the conscious and deliberate choice to try to ignore it completely.

Numb, dead inside. Cold, and even cruel... easier than dealing with the pain.

For that reason, he was actually grateful for the Master's presence. The Master was cruel and cold, himself... as much of a monster as anything else he'd seen today. Although the Master did seem especially quiet as well. Had he actually loved Lucy? Jack wondered.

"So do you actually have a plan, or are we playing this the Doctor's way?" he finally asked, affecting a flippant tone that he doubted could fool the world's greatest moron, let alone an evil genius like the Master.

The Master scowled at that, then answered, "If by 'the Doctor's way', you mean charging headlong into almost-certain death without even the vaguest idea of what we will find or how we will get out of it, and hoping blindly that luck will save us, then... well, yes." He seemed quite sulky at the fact that he was being compared to the Doctor.

So Jack changed the subject, "The Toclafane are yours, aren't they?"

"Yes." he said, with a nod.

"But they weren't all machine... Pip said the Racnoss were eating them."

The Master smirked darkly, "I don't think you want to know what they really are."

"How bad can it be?" Jack asked, frowning, "I doubt I can be more pissed at you than I am at the Racnoss, right now."

The Master blinked at him, then nodded, accepting that as true enough, "They used to be human." he said bluntly, and Jack nearly tripped, as his feet froze but his body kept moving forward. That had been a shock, and quite a horrific thought as well.

"Makes me think of Cybermen." he said idly, smiling darkly in spite of the shiver of disgust that ran up his spine.

"Close. Very very close." the Master said, genuinely amused now, "More independent thought, initiative and concept of creativity, but more closely bound to my command than anyone who's ever built a Cyberman could aspire to."

"Hmm." Jack shrugged, deciding it really wasn't worth arguing... and Cybermen reminded him of Ianto, so he needed to change the subject again. "Why do they talk like children?" he asked.

"Their minds reverted to that state when I changed them." the Master said bluntly.

"And why did that one like Martha?" Jack continued. It hurt a lot less to think about the pretty young stranger- even if he did wish he could have saved her- than it did to think about his team... and he needed to keep the silence at bay.

Well, relative silence, their footsteps did echo, and the Racnoss did make a disturbing skittering noise as they led the two prisoners through the underground tunnels of Torchwood One's old 'secondary experimental site'. That was what it had been called, anyway. Jack had never known what had gone on down here.

"Difficult to tell the difference between them, but I think it- he- met her. She never met him, though." the Master answered. To anyone else that could easily be a completely illogical statement, but Jack understood.

"They're from the future?" he asked, not waiting for an answer before continuing, "And she was supposed to meet it- I mean him- then?" the Master nodded, and Jack frowned, "But she's dead. Paradox."

"Big one." the Master agreed bluntly, "I shouldn't even be here. It was Martha Jones who was supposed to save me from a fate worse than death, in that relative future."

He stared at the Master, now, stunned. Jack himself had actually come close to fading out from a self-destructive paradox like that, once, and it was pretty damned unpleasant. He suddenly felt a wave of sympathy for the Master, wondering if there was any way to save him from that fate, even with Martha gone.

But then, with no warning at all, the Master groaned in pain and fell to his knees. Jack immediately turned to face him, crouching down to see what was wrong, "You okay?" he asked.

The Master shook his head in a way that looked like he was trying to shake something out of it. "Do you hear that?" he asked quietly, through gritted teeth.

"No, what is it?" Jack asked, warily putting a hand on the Master's shoulder. He knew that normally he would not try to comfort an enemy, even if they were temporarily facing a mutual threat like this, but the Master was the only familiar face left here, and he felt so very lost that he needed the contact as much as he imagined the Master might.

One of the Racnoss hissed and growled in what was clearly a threatening way, prodding the Master with one leg, quite sharply. The Master glowered at it, "Give me a moment." he snapped, kneading his temples with his fingers. After a few seconds, he sighed, pulling himself to his feet, "Impatient bloody insects."

Jack helped him stand, as the Racnoss hissed indignantly at being called an insect. Well, spiders did outrank insects on the food chain, Jack really couldn't blame it for its outrage. But then it prodded them both, encouraging them to continue down the corridor towards what Jack imagined must be where their leader was waiting.

x x x


	5. Chapter 5

x x x

 **Chapter 5**

x x x

The Arachnids had been attacking this single point on the UNIT barricade for the last few hours. It was a deliberate and tactical move, to break out through the perimeter. Jason watched, frowning, from a safe distance. Torchwood were not proper military, and they had been told to just keep out of the way until they were needed.

Completely illogical. Just because you don't work for the army doesn't mean you can't shoot the monsters.

Simon sat next to him, staring at the carnage with a deep scowl on his face. He was glaring at the advancing horde of Arachnids, as if wishing he could kill them with his gaze alone.

Archie was pacing irritably, clearly wanting to get into the fight and kill some of these monsters. Archie was not naturally a hero, in fact Jason thought he was quite the coward, but when he had a good vantage point and the monsters deserved it, Archie wouldn't hesitate to join the fray.

"So all the alien stories are true, huh?" Simon asked, still scowling, "Like abductions and probes, and all that?"

Archie stopped pacing, and laughed coldly, "Oh, people 'ave been abducted, no doubt about that." he said, nodding, "But the whole myth about anal probes; utter bollocks. Never met an alien would do that, an' between us an' UNIT, we keep track o' all the alien activity on the planet." A cold grin spread across his face, "Me, I reckon that story were started by a bunch o' drunken rednecks from the States, went all Brokeback Mountain and dinnae wanna 'fess up."

Simon snorted with poorly suppressed laughter, at that. "Yeah, what could aliens want with our arseholes, anyway? What're they supposed to be doing, harvesting farts?" This was hardly the time to be making jokes. Really... but what else could you do?

"'Course, Old Jack'd tell ya stories about aliens, were willin' to try that sorta thing, an' all." Archie continued, idly.

"Rumour is, if it's sentient and willing, Jack's usually up for it." Jason put in, fighting down the urge to smile, "First time I heard this, asked if he'd done it with a Martian... apparently, Martians aren't that kind of friendly. Heard him wondering if the spider-monsters were sentient, earlier, too."

"That's all I need." Simon muttered darkly, "Mental picture of some old geezer doing the horizontal tango with alien monsters."

"Oh, Jack's not really old. Least, he doesn't look it." Jason said, grinning.

"Bloody arrogant, handsome devil, he is." Archie said, with distaste, "Been with our lot since way before any o' us, but he's just as young as he was when I met 'im, over thirty years ago."

"Alright... you guys like Men In Black?" Simon asked, suddenly, "Got a way to erase my memory, because I do not want to remember this conversation."

"Yeah, we got a drug that does that." Archie said, "Well, not on us or anything. When this's all over we'll do that for ya, easy 'nuff."

"Incoming!" one of the UNIT operatives shouted. They all looked up to see that the number of Arachnids had at least doubled, and they were now having trouble shooting the things before they reached the perimeter. "Torchwood, get your arses up here and help us!"

"You're the ones said ta stay out of it." Archie grumbled, but that didn't slow either of them down in obeying the order, "Time to kill us some monsters."

x x x

"It didn't work, you have to stop this before it gets worse!" the Doctor's voice echoed through the hallway.

Jack and the Master looked at each other, and the Master grinned, "The Doctor. Why am I not surprised?"

"Honestly? Neither am I." Jack answered bluntly.

A hissing and spitting voice that sounded like a Racnoss, but speaking English, answered the Doctor, "I will not. You made your choice, little man."

"Aww, that's disappointing." Jack muttered, sardonically. Sure, humans were all smaller than Racnoss in the most benign and not-at-all obscene sense, but Jack had deliberately misinterpreted the context of the word 'little' just to make that joke.

The Master frowned, "You're not talking about her refusal to listen to your hero at all, are you?" he muttered. Jack grinned coldly, by way of an answer. "You are a very disturbing creature, you know that, Captain?"

"Please, you have to listen to me-" the Doctor stopped talking very abruptly, as Jack and the Master entered the room.

It looked like it had once been a laboratory for Torchwood One, but now it had been mostly destroyed. In the centre of the room stood a Racnoss, taller than the others, with an air of command around it that told Jack with one glance that this was the one in control here. The Doctor had been talking to it- arguing with it- from not far away. He had seemed completely unafraid.

At least, until he saw them. "What are you doing here?!" he demanded, glaring at the Master.

"Trying to convince them not to kill me. What are you doing here?" the Master retorted.

"Apparently talking to thin air." the Doctor growled, glaring at the Racnoss. Only now did Jack notice that the other two had left, and the doors behind them had closed, locking them in the room with this one.

The Racnoss hissed, angrily, "You will address me." it snarled at the Master.

"And you are?" he asked, feigning a casual tone that Jack could easily see right through.

"I... am the Empress of the Racnoss." it- she, judging by the title- announced, with pride and authority. Now that Jack actually looked at her, he could see the distinction in her facial features... compared to the others she did appear more feminine. That, and the intonation of her voice were the only signs Jack could see, though.

"And I am the Master." He tilted his head back slightly, to the point where he managed to give the impression of looking down at her, in spite of the fact that- standing up to her full height as she was- she was at least three times as tall as him.

"For what purpose do you come here?" she hissed at him. The Doctor frowned, slowly moving a step away from the Empress, towards Jack and the Master.

"To negotiate." the Master answered calmly.

"For what?"

"For my life, of course." he said, as if it was obvious. He smiled brightly, "Those creatures that kill your children, I know how to get rid of them, for you."

The Empress glanced at Jack, and asked, "You come before me to plead for your own life. Not his?"

The Master laughed, a cold and cruel sound, and Jack had a very good guess at what he would say next, "Oh, he's of no value to me. Consider him a gift, to show my good faith."

"You son of a-" Jack hissed.

But the Empress interrupted, "One human?" she snorted, "You think this a worthy gift for me?"

"Oh, but he's no ordinary human, your highness." the Master said, grinning, "He doesn't stay dead... recovers completely to perfect health, no matter what you do to him. I'm sure you can see the benefits of that, to your personal needs."

Jack cringed at that thought. Infinite food supply, that's what the Master had just offered him up to the Racnoss for. And the evaluating way in which the Empress was now eyeing him up made him feel sick.

"Such bold claims." the Empress hissed, "They must be tested."

Before Jack could even move to defend himself, she had closed the distance between them, and stabbed him in the chest with one arm. It took a few seconds for that to kill him, and try as he might to curse the Master aloud, all that managed to achieve was that he coughed up blood.

x x x

Jack woke up an indeterminable time later, to see the Doctor leaning over him, concern written across his face.

"That wasn't pretty." the Master's voice idly drifted over from somewhere to Jack's left. He slowly sat up, noting with disinterest the way that the Doctor glared in the general direction he had heard the Master's voice.

"What happened?" he asked, checking his clothes, which were torn in several places. Probably completely ruined, but not to the point of appearing indecent.

"She tested the Master's theory. Thoroughly." the Doctor said, frowning, "How do you feel?"

"Like I've just been eaten by a giant spider." he answered, his tone joking. He was tired, tense, and in a significant amount of pain... but nothing he couldn't handle, nothing worse than his previous experience of death. He idly wondered whose idea it was to preserve his clothing, but that wasn't really important right now.

The Master grinned cruelly, "This sort of thing happen often, then, Captain?"

"No, actually." Jack answered, trying to sound casual, "This was a first."

A hissing sound drew his attention, and he looked up at the Empress, who was looking far too pleased with herself, "Your gift is accepted." she told the Master.

He nodded to her, smiling, "And my offer?"

"Tell me how you plan to rid us of this threat." she asked, stepping closer to him. Jack saw the Master cringe and step back, to maintain a suitable distance, clearly very uncomfortable to be in her presence.

"First, I need the correct equipment." the Master said, smiling, "Have you discovered the Doctor's form of transport, yet?"

The Empress hissed, "Yess." she said, leaning back slightly.

The Master grinned, and showed her something he had written down, "At this location within the city, there is another, identical device. I need it to be brought here, in order to do this."

"How can you guarantee that you will not simply use this transportation device to leave the planet?" the Empress demanded.

"Ah... honestly, I can't." the Master said, shrugging, "But you can't prove that you won't kill me the second I banish those creatures, either."

"Identical?" Jack asked the Doctor in a low tone.

"Apparently, he's from our relative future... and he stole my TARDIS." the Doctor said, glowering darkly at the Master, "And now he's making a deal with her that will effectively hand the Earth over to the Racnoss."

"That part, I gathered." Jack muttered, scowling, "What were you arguing with her about?"

"Uh, an experiment." the Doctor said, too quickly, "It didn't work, she won't believe me."

"Experiment?" Jack asked, with a raised eyebrow and a bemused smirk. The Doctor was embarrassed, this had to be something good.

The Doctor glared at Jack, now, "Don't ask. Please."

"Now I'm never going to leave you alone until you tell me. You know that, don't you?" Jack asked, smirking.

The Doctor glared at him, and quickly stood up, leaving Jack alone as he approached the Master instead, "How can the TARDIS be used to banish whatever those things are?" he asked.

"You'll see." the Master said with a cold smile.

x x x

The Master was bored, now.

The three men were currently sitting on the floor of the room they had met the Empress in. She was absent, probably giving orders to her minions, the Master assumed. He had insisted on keeping Harkness around until the Racnoss brought the paradox machine to him, they could do whatever the hell they wanted with him, _after_ the Master had banished the Toclafane. That was what he had told the Empress, anyway. He knew what he was doing.

He hoped.

"Tell me." Harkness asked, for the forty-first time. He was sitting right next to the Doctor, while the Master had chosen to remain a reasonable distance away from them both. Honestly, he would not be surprised if the nymphomaniacal human tried to molest the Doctor... he certainly was invading the Doctor's personal space by mere proximity, at the moment.

"No." the Doctor said, staring adamantly at the far wall.

"Please tell me." the Captain all but begged.

"No." the Doctor repeated, determined.

"Harkness, be silent, or I will MAKE you silent." the Master snarled. The shrieking in his mind had turned to a higher pitch in the last hour- he could only tolerate it when he focused on the drums instead!- and he really could not stand the childish back-and-forth that was getting them precisely nowhere in the cause of finding out what the Doctor was up to.

The Captain glared at him, in a challenging way. He seemed to be going over creative ways to forcibly silence a humanoid, in his mind... and apparently found one he didn't want to experience, because he did remain silent, now.

"Thank you, Master." the Doctor exclaimed with genuine gratitude. Harkness gave the Doctor a resentful look for that.

"Doctor, do you want me to force the information out of you?" the Master asked calmly, grinning cruelly as the Doctor cringed at that suggestion.

"You can try, won't make me talk." he muttered darkly. Oh, it must be good. The Doctor did know perfectly well how effectively and creatively the Master could extract secrets from other beings. If he was willing to challenge this skill, he must really want to keep this secret from them.

Harkness grinned suddenly, "I'm pretty good at interrogation, too... I could help."

The Doctor looked, wide-eyed, from one to the other. He was horrified, "Jack, you're supposed to be on my side, here!"

"But we both want to know what you're hiding." the Master purred, shifting closer to them both. Soon the Doctor was stuck between the two of them, and the Master spoke once more, "Start talking."

Harkness grinned, "Or we'll make you talk."

The Doctor looked positively petrified. The Master reached a hand to the side of the Doctor's face, and smirked darkly when the Doctor flinched instinctively away from the silent request of a telepathic link. "If you don't want me to do that... start talking." he growled.

The Doctor glared at him, and Jack stared in silent shock at the Master, before asking, "Wait, do what?"

"Oh, you broke the game, Harkness!" the Master snapped, "Telepathic communication. What did you think I meant?" Harkness raised one eyebrow and opened his mouth, but the Master interrupted, "Oh, please don't answer that!"

The Doctor didn't even laugh. That misunderstanding had been funny... bloody hilarious, even... not so much as a flicker of a smile, "Alright, out with it. Why didn't you laugh?" Harkness asked, seeming to be thinking the same thing.

The Doctor stared at Jack, determinedly silent... but then he glanced at the Master, and visibly deflated when he seemed to realise that they weren't going to let him be until he explained himself.

He opened his mouth, couldn't find the words, and looked away again, "You hear it, Master?" he asked softly.

"The screaming?" the Master said, in a similar tone. A nod was his answer, "What is it?" He knew it must be the 'experiment' he had mentioned. And clearly it bothered him to a greater degree than anything else the Master had witnessed him confronted by.

The Doctor shuddered, "Hybrids."

The Master blinked, not understanding how that one word could make sense... not for all of three point two seconds, "Oh, you didn't?!" he exclaimed.

Harkness mouthed the word 'hybrids', frowning in confusion... but the Master's horror seemed to be the last piece to the puzzle in his mind, too, "Half-Racnoss... half-Time-Lord?" he asked quietly. The Doctor's frown deepened, and he remained silent. "Wow... Archie owes me a fiver."

"What?" the Doctor asked, looking up at him in confusion. The Master rolled his eyes, guessing the meaning of this easily enough.

"We had a bet." Harkness admitted, suddenly defensive, "I said it was possible to have sex with any species, if you were creative enough... he said not these things."

The Master shook his head, backing away from both of them, "That is utterly disgusting."

"This is an entirely unprecedented concept." the Captain announced, almost gleefully, "It requires the invention of a new word."

"Jack, don't." But Harkness' grin brightened, and the Doctor repeated his demand, "Jack. Please, don't!"

"Arachnophilia."

"I have never-" the Master said coldly, to the Doctor, "-in all my lives, wanted to murder someone more... than I want to murder this human, right now." He seethed at the thought of the word that Harkness had just invented, sorely resenting the fact that he was unarmed, at this moment.

"How exactly _is_ it physically possible, anyway?" Harkness asked, completely unconcerned by the death-threats.

The Doctor looked up at him balefully, "Do you really want me to answer that?"

The Master immediately shouted, " _NO!_ " eyes wide with horror at the very idea.

"Well..." Jack said, grinning, "I have three theories. About a dozen possible permutations on one of them. Academic curiosity, that's all."

"Only one of them?" the Doctor couldn't help but ask.

"Well, that's the only one that would be of interest to humanoids." Jack said idly.

The Doctor shuddered, and fell silent. The Master looked from one to the other, then shook his head, "I feel the strong need to blow this place up, now. Burn it all down. Destroy the evidence that such an atrocity ever happened."

The Doctor looked at him for a second, before speaking, "For once, Master, we are in complete agreement."

x x x


	6. Chapter 6

x x x

 **Chapter 6**

x x x

Jack watched with incredulity as the Master adjusted his Vortex manipulator. The Doctor had been incredibly displeased at the fact that the Master had demanded to use the sonic screwdriver to do so, but had to admit that it was the only tool they had and this was the Master's plan. So, in theory, the Master knew what he was doing.

Of course, for all they knew he could be deliberately trying to kill them both while making his escape, but if the Doctor was willing to give him the benefit of the doubt, then so would Jack.

"You know that you're messing around with both of our very personal property." Jack observed idly, "The number of things I _could_ say right now..."

"Please don't." the Master muttered darkly, still working.

"Are you going to tell us the plan at all?" the Doctor demanded.

"Eventually." the Master admitted distractedly.

"Will there be time for me to suggest a threesome, first?" Jack asked, grinning slightly. He had meant to say it immediately after the remark on his and the Doctor's unique pieces of technology, but the other two had interrupted him.

"Hell, no."

Jack glanced up at the Doctor, who remained silent. "Doc?" the Doctor shook his head quickly.

"Traumatised." the Master said with a faint smirk, "Not that I blame him, she's really very intimidating. And I wouldn't touch _you_ unless my life depended on it, freak."

"She's not that bad looking." Jack observed idly, "I mean, for a giant spider-monster, she is kinda hot. I really wouldn't say no to her."

"You are a sick and twisted individual, Harkness." the Master muttered.

"Thank you." Jack said with a grin.

"Is there anything you won't have sex with?" the Doctor asked.

"Iridians." Jack said bluntly. They both gave him a very odd look for that, as if wondering where that one came from. Iridians were capable of passing for human, so it was quite obvious that his problem with them was completely unrelated to appearance.

"So you'd have no problem with... oh, let's say... Raxacoricofallapatorians?" the Master asked.

"As long as they're not Slitheen, sure." Jack said, grinning, "But that family holds a grudge way too well. I also dated a Vespaform, Kalidassians- three at once, that was fun- a pair of Entarins, a Thessian, and a Denvarian. And one time- this is the strangest one I can think of- a Seabeao-Scarran hybrid." The two Time Lords were staring at him with incredulity, now. "What?" he asked too-innocently.

"How does a hybrid like that even exist in the first place?" the Master asked in awe, "One half has an internal body-heat of one-ten Fahrenheit, the other gets sick if room-temperature is above seventy!"

"Can we not talk about fundamentally wrong hybrid species, please?" the Doctor asked weakly.

The Master grinned evilly, "I wonder what your Empress' children will even look like." he said with a cruel grin, "Will we end up with a new strain of humanoids, or will they look more like their mommy?"

"Shut up." Jack hissed, suddenly backing up the Doctor. He didn't like that word.

The Master sniffed indignantly, "I was just curious. Seems to be a contagious and terminal condition around here, wouldn't you say so, Doctor?"

The Doctor simply glared, "Stop trying to read my mind." he snapped bluntly.

"Just because I'm succeeding for a change." the Master said dismissively, "You really are traumatised if you're letting your guard down around me."

"Look, how about you actually tell us what you're up to, and why you need to play with our toys in order to do it?" Jack snapped rather suddenly, interrupting them both.

The Master sighed, but then looked up at the other two, and finally deigned to explain himself, "You will both stay out here, when she lets me into the TARDIS. You'll need a way to escape. Teleporting sounds about right. I've kept the temporal circuits locked, because time travel at the moment would be a very bad idea."

"Why?" the Doctor asked, surprised.

The Master rolled his eyes, but didn't directly answer the question, "There is a chance that whoever activates this plan won't survive it. It's highly unstable- don't worry, your precious TARDIS will definitely live through it- but the resulting temporal fallout will be very... unpleasant."

"Then I should be the one to do it." Jack pointed out, "I mean, if it's suicidal..."

"Do you know how to operate a TARDIS single-handed?" the Master asked, giving him a very cold stare.

"Um... well, no." Jack conceded.

"I need both of you to create a diversion." the Master continued, "If they find out what I'm really up to we're all dead."

The Doctor wrinkled his nose in disgust, "We'll destroy her lair." he said flatly, "That should cause enough of a diversion for you?" The Master nodded to agree with this, though the Doctor was clearly horrified at his own suggestion. It was effectively genocide, before the new hybrid race could even be born. Jack wasn't quite sure of the details on why the hybrids were so bad, but if it was the only time in all of their lives when the Doctor and the Master had agreed on a moral point, then it had to be bad.

"You sure about this, Doc?" he asked, trying to sound comforting, concerned. He was, but after today he wasn't sure he could show that emotion clearly anymore.

The Doctor glanced up at Jack, and nodded slowly, "It should never have happened in the first place." Jack bit his lip, and nodded to show he understood. At least as well as he was able to without a proper explanation from someone here.

The Master smiled faintly at the Doctor's words, "It'll all be alright in the end, Doctor." he said, surprisingly gently, "I promise."

Jack was shocked, not just by the genuinely caring tone that the Master had used, but also by the honest and open gratitude that the Doctor now showed for this sentiment, however impossible the promise sounded to Jack. But in an instant, the moment was broken as the Master turned back to Jack, to continue explaining the situation.

"I've set your Vortex manipulator to detect the type of temporal distortion that will be generated." the Master continued, "When it starts making a lot of noise, you'll have thirty seconds to teleport out before getting caught in the area of effect. The more damage you do before you have to leave, the better."

"How far away do we need to get?" Jack asked, all business again, as if he hadn't noticed the way the two Time Lords had looked at each other a moment ago.

"Hmm, I will do my best to limit the radius of the event." the Master said, considering it, "So just getting up to the surface should be enough... but going a bit further than that wouldn't hurt."

"What are you actually going to do?" the Doctor asked.

The Master shook his head, once more failing to give a clear answer. Instead he simply said, "The right thing." but then smirked darkly, "For all the wrong reasons, of course."

x x x

"There's too many of them!" the UNIT soldier manning the big gun shouted, "We need more firepower!"

Jason, who was shooting out over the barricade at the monsters, didn't even bother to look away from what he was doing as he called out to the guard, "Well go pull some more guns out your ass, then, 'cause we don't have any!"

The Arachnids were swarming around the barricade, trying to break through now. Physically attacking the hastily constructed walls, with frightening strength. They were fast running out of ammunition, and the big gun up there wasn't enough to get everything anyway.

"I think I'll be the one to pull out more guns." said a calm voice to Jason's left. He spared a glance for the man, quickly recognising him as Colonel Mace. Who pressed a signal button, and a laser beam fell down from the sky, striking the middle of the swarm and taking out a huge number of the creatures. Along with a few nearby buildings.

"Don't yeh read the rules, mate?" Archie demanded from his sniper-perch on the far side of the Colonel, "Got an unstoppable superweapon like that, yeh pull it out yer arse at the start o' the fight, not this late in tha game!" A whining sound overhead told them that the source of their new backup was beginning to recharge its lasers.

"What's this fixation with weaponry and bodily cavities, anyway?" Simon asked, before poking his head out from around the side of the pile of crates he was hiding behind and taking another wary pot-shot at a spider.

"We're Torchwood!" Jason answered, with a laugh.

x x x

"I'm pretty sure he was unarmed when they brought us here." the Master muttered, watching Jack Harkness check over a compact laser-pistol and then place it in the boot-holster he'd had a normal gun in earlier in the day.

Harkness was sitting in one corner, while the two Time Lords sat side-by-side, leaning against the opposite wall... as far away as possible from the unnatural aura the freak projected, which felt like it was cutting through the timelines around them.

"You do not want to know." the Doctor answered darkly.

"And while we're on that subject, how exactly did you sneak your sonic past the Racnoss's many watchful eyes?" the Master asked with a smirk.

"They didn't find it necessary to search my pockets." the Doctor said bluntly. The Master tried very hard not to laugh at the look on his face, but inevitably failed.

When his laughter finally faded, the Master lightly put an arm around the Doctor's shoulders, and leaned closer to him. "It's such a shame it came down to this."

"Then we can think of another plan." the Doctor said quickly, looking at him, "You don't need to sacrifice yourself. Too many people have died today, already!"

The Master slowly shook his head, "I know what I'm doing. I _need_ to do this."

The Doctor snorted, "Noble gestures really aren't your strong suit, Master."

The Master shot him a sharp look, "Who said I'm doing it for you?" he demanded indignantly.

Annoyingly, the Doctor interpreted that denial as meaning there was something to deny in the first place, and grinned back at him. "Whatever you say, Master."

He turned and rested his head on the Master's shoulder, suddenly looking perfectly like the broken and scared child he so often denied ever having been. The soft sigh and sudden relaxation of the Doctor's frame made it clear he took some form of comfort in the embrace of his enemy.

What could it hurt? It wasn't like anyone would ever know.

The Master gently pulled him closer... hugging the Doctor protectively against his chest, resting his own chin on the top of the Doctor's head.

They remained like that for several long minutes, both lost in thought.

The Doctor willingly allowed the Master to read his emotions... fear and hurt, surprise at the Master's kindness to him today, and above all a desperate soul-burning need not to be alone again. Behind these emotions he could sense the Doctor's mind racing overtime, trying to think of a way not to let the Master go, even though on some level he knew it was futile.

The Master would never have been so open, even without an ulterior motive for his current plan. He allowed the Doctor to sense some of his emotions. A vague sense of regret... even if he would not let the Doctor understand the reason for it. On some level he still cared for his best enemy, and wanted to keep him, as well.

But it was too late for that, now.

Surprisingly, Harkness kept his gaze attentively on the door. Ignoring the two Time Lords, rather than making any snide remarks, as the Master had rather expected.

When the door opened, the Doctor jumped away from the Master's embrace. Harkness tensed, crouched and ready to fight if necessary.

The Master stayed right where he was, maintaining an entirely false air of calm. He didn't look up until the Empress approached him.

"We have your device." she hissed.

The Master nodded slowly, and stood up, stalling a bit by brushing off imaginary dust from his clothes, and straightening his jacket, before finally deigning to answer, "Then take me to it... and I promise you I'll get rid of this little pest problem, once and for all."

x x x


	7. Chapter 7

x x x

 **Chapter 7**

x x x

The Valiant's laser beams were charging up for their fourth shot on the Arachnid hoard. Colonel Mace overlooked the battle in dismay. While he had direct control of their most powerful weapon, it was quite useless for these two minutes and seventeen seconds it took to recharge.

The area of effect wasn't that spectacular, either. It could take out a localised group of the enemy, but nowhere near enough to justify the recharge time in a combat situation like this.

He knew it was inevitable, before it happened. He saw it as if in slow motion.

One of the Arachnids broke through their blockade, causing a horrific shrieking sound as it tore through the metal barrier with its claw-like arms. Its fellows scrambled over it, before it even had the chance to pull its arms free, and they charged down the nearest soldiers, ripping the mens' flesh apart with ease.

The recharge timer was down to six. Mace entered the target coordinates.

Five.

Aiming so close to the blockade that a mere inch of miscalculation could take them all out with the enemy.

Four.

A barrage of bullets rained down on the Arachnids, from the big gun beside Mace.

Three.

It took out five of them, but not nearly enough.

Two.

A dozen more poured through the gap, climbing over the corpses of their fallen comrades with ease.

One.

Mace pressed the button, and the Arachnids directly outside the barricade were obliterated by the searing red beam of energy.

A shriek of agony from below and behind him. Two of the Arachnids had gotten through their firing lines as well, and as Mace stared in horror they tore Captain Magambo and half a dozen of her officers apart.

"I can't remember if I saw this one in Star Wars... or Lord of the Rings." Jason Smith muttered in a conspiratorial way, aimed it seemed at the civilian refugee he had made friends with. Jason then jumped down and charged the nearest of the remaining half-dozen monsters. It was facing away from him, and he caught the joint of one of its legs, pulling himself up onto its back before it could turn to attack him.

The creature reared up, trying to throw him off, but he had a good grip, and one loud gunshot later the creature fell to the ground with a heavy thud, a gaping hole in its head.

"It was Lord of the Rings!" the civilian shouted. He then shot a wary glance at Mace, before adding, "Unless you count the spider-droids in the clone wars cartoons."

"Bloody reckless fool." Archibald Hicks grumbled, before raising his sniper rifle and firing at another Arachnid from a much safer distance. Specifically at the one that had a moment ago been turning to attack Jason.

Torchwood really knew what they were doing, Mace had to give them that.

Then a skittering, followed by gunfire, from the barricade caused him to turn back to face it, "Hold the line!" he bellowed.

He checked the timer on the Valiant's lasers.

One minute and thirty-six seconds left before he could do anything to help in the fight.

x x x

As soon as they were left alone, Jack and the Doctor exchanged a wary look.

"Wait for it." the Doctor said quietly, walking over to the door. He listened. Jack didn't know what he was waiting for, but he trusted the Doctor enough to wait as well.

Jack had his laser gun ready. It only held a charge for ten shots, and he'd used it four times over the last century. If they had to fight their way out, he would need to make every shot count.

"Now." the Doctor said, and the sonic buzzing made it clear that they would simply be picking the lock, rather than some much more drastic escape plan.

Jack followed the Doctor out into the cold, concrete corridor, matching his steps as silently as possible. The distant sound of skittering spiders sent shivers up his spine.

"Can we trust him?" Jack whispered, as they edged down the third corridor. He only hoped the Doctor knew where he was going.

"Not in the slightest." the Doctor answered, his voice just as low, "But any excuse to blow something up, even if he doesn't really intend to get caught in the middle of it. And he's not stupid enough to make a deal with the Racnoss."

"No, he's not even stupid enough to sleep with their Empress." Jack muttered.

The Doctor stopped, turning on him in anger, "I was drugged! I didn't exactly have much of a choice!" he snapped, in as angry a tone as whispers get.

Jack backed down immediately, eyes wide with surprise. He hadn't even considered the possibility that the Doctor could have been unwilling. "I'm sorry. I thought you-"

"Let's not think about it. Please." the Doctor beckoned Jack to follow again, and they continued their stealthy escape.

x x x

The line broke. The Arachnid swarmed through the breach in uncountable numbers.

Mace watched as his men were slaughtered. As the last of Torchwood was wiped out.

Still twenty seconds left on the recharge. Nowhere near soon enough to save them, this time.

The creatures were approaching his position now.

He stood to attention, ready to face his end… and pressed the button on his control device. Not to fire, but instead to deactivate the Valiant's engines.

Seconds before the Arachnids would have reached him, the solid metal bulk of the aircraft carrier fell down upon them all.

The breach in the perimeter was sealed, for now.

No survivors.

x x x

The Master stepped into the TARDIS, casually locking the door behind him. He was home free and safe, or he would have been if not for a certain dead medical student.

He ran his fingers over the console, where he had yet to complete his adaptations to complete the Paradox Machine. Oh, the machine was operational, but not optimal. It was burning hot, just keeping up with the damage the Racnoss had done.

If he ended the Paradox now, he would be returned to the end of the universe. To human form. To certain death. But there was a way around that. If he prevented the Racnoss invasion before it began; created a second, unsupported paradox, before he deactivated his own. It would work.

He just needed to destroy something important to the Racnoss before they rose up in the first place.

It only took him a moment to scan the surrounding area, and locate a weak spot. A support beam holding up not only the ceiling but the river above. Drown them.

And with that discovery, he activated the time-rotor and launched the TARDIS two days into the past.

x x x

The Master was all-but dancing as he returned to his home, to find his fiancee, Lucy, waiting for him. She beamed when he approached her, "You're in a good mood." she observed happily as she stood to greet him.

He laughed, picking her up and spinning her around in delight. Everything was back to the way it should be, once more. He just couldn't help the bright grin that spread across his face, as he met her eyes... and he kissed her hungrily, possessively.

She was his, and he wouldn't let anyone take away his possessions again.

When he pulled back from that passionate embrace, he took her hands and said lightly, his tone fully acknowledging the irony of his words. "I just saved the world." He chuckled darkly, "And I'm going to destroy it again, myself, in five months' time."

x x x


End file.
